UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549
                                    FORM 10-Q
(Mark One)

[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)
     OF THE SECURITIES EXCHANGE ACT OF 1934

                For the quarterly period ended September 30, 1999

                                       OR

[ ] TRANSITION  REPORT PURSUANT TO SECTION 13 OR 15 (d)
    OF THE SECURITIES EXCHANGE ACT OF 1934


               For the transition period from           to

                          Commission File No. 0 - 20660
                             COMPUTER CONCEPTS CORP.
             (Exact name of registrant as specified in its charter)


          Delaware                                    11-2895590
(State or other jurisdiction of                    (I.R.S. Employer
incorporation or organization)                     Identification  No.)


                      80 Orville Drive, Bohemia, N.Y.      11716
               (Address of principal executive offices) (Zip Code)


Registrant=s telephone number, including area code     (516) 244-1500


Indicate  by check  mark  whether  the  registrant:  (1) has filed  all  reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days.

                     Yes  [X]           No [  ]

The number of shares of $.0001 par value stock  outstanding  as of November  18,
1999 was 20,529,250.

<PAGE>
                    COMPUTER CONCEPTS CORP. AND SUBSIDIARIES

                                      INDEX




PART I -  FINANCIAL INFORMATION                                         Page

    Condensed Consolidated Balance Sheets
    as of September 30, 1999 and December 31, 1998                        3

    Condensed Consolidated Statements of Operations
    and Comprehensive Income For the Three and
    Nine Months Ended September 30, 1999 and 1998                         4

    Condensed Consolidated Statements of Cash Flows
    For the Nine Months ended September 30, 1999 and 1998                 5

    Notes to Condensed Consolidated Financial Statements             6 - 14

    Management's Discussion and Analysis of Financial
    Condition and Results of Operations                             15 - 22

PART II - OTHER INFORMATION

    Item 1. Legal Proceedings                                            23

    Item 2. Changes in Securities                                        23

    Item 3. Defaults Upon Senior Securities                              23

    Item 4.  Submission of Matters to a Vote of Security Holders         23

    Item 5. Other Information                                            23

    Item 6. Exhibits and Reports on Form 8-K                             23

    Signatures                                                           24

<PAGE>


                    COMPUTER CONCEPTS CORP. AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                 as of September 30, 1999 and December 31, 1998
                        (in thousands, except share data)

<TABLE>
<CAPTION>
                                                    September        December
                                                        30,             31,
                                     ASSETS            1999            1998
                                                       ----            ----
                                                   (Unaudited)
<S>                                                 <C>             <C>
Current Assets:
  Cash and cash equivalents                         $  13,702        $  8,176
  Accounts receivable, net of allowance for
    doubtful accounts of $361 and
    $1,350 in 1999 and 1998,  respectively                811          27,412
  Installment receivables                                 -            16,406
  Inventories                                             250             419
  Deferred tax assets, current                            -               306
  Advances to  officers                                   823             895
  Prepaid expenses and other current assets             1,485          10,128
                                                      -------         -------
      Total current assets                             17,071          63,742

Installment accounts receivable, due after one year       -             7,908
Property and equipment, net                             1,453           3,564
Software costs, net                                     1,592           5,594
Excess of cost over fair value of net assets
  acquired, net of accumulated amortization
  of $2,194 and $4,239 in 1999 and 1998,
  respectively                                          2,990           8,610
Investment  in Softworks                               11,351             -
Deferred tax assets, noncurrent                           -               484
Other assets                                              156           2,000
                                                     --------        --------
                                                     $ 34,613        $ 91,902
                                                     ========        ========

                      LIABILITIES AND SHAREHOLDERS' EQUITY

Current Liabilities:
 Accounts payable and accrued expenses                $ 1,693         $11,428
 Dividend payable                                       6,000           -
 Current portion of long- term debt                         9           6,117
 Income taxes payable                                      50           2,207
 Deferred installment revenue                             -             7,314
 Deferred maintenance revenue                              42           9,107
                                                      -------         -------
      Total current liabilities                         7,794          36,173

Deferred installment revenue, earned after
   one year                                               -             7,883
Deferred maintenance revenue, earned after
   one year                                                11           3,924
Long-term debt, net of current portion                    -             1,403
                                                      -------         -------
     Total liabilities                                  7,805          49,383
                                                      -------         -------
Minority interest                                         -             8,503
Commitments and contingencies
Shareholders' equity:
 Common stock, $.0001 par value;  150,000,000
 authorized;  20,765,830 and 19,324,839
 shares  issued  in 1999 and  1998,  respectively,
 and 20,591,450 and 19,324,839 shares
 outstanding in 1999 and 1998, respectively                 2               2

 Additional paid-in capital                           l08,674         106,515
 Accumulated deficit                                  (81,355)        (72,194)
 Accumulated other comprehensive loss                    (217)           (307)
                                                      -------         -------
                                                       27,104          34,016
 Common stock in treasury, at cost - 174,380
   shares in 1999                                        (296)           -
                                                      -------         -------
     Total shareholders' equity                        26,808          34,016
                                                      -------         -------
                                                     $ 34,613        $ 91,902
                                                      =======         =======

            See Notes to Condensed Consolidated Financial Statements.

</TABLE>
                                      -3-
<PAGE>

                    COMPUTER CONCEPTS CORP. AND SUBSIDIARIES
    CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
                                   (Unaudited)
                For the Three and Nine Months Ended September 30,
                      (in thousands, except per share data)

<TABLE>
<CAPTION>
                                             Three Months Ended         Nine Months Ended
                                                September 30,             September 30,
                                             -------------------        ------------------
                                               1999        1998          1999        1998
                                               ----        ----          ----        ----
<S>                                         <C>          <C>           <C>         <C>
Revenue:
  Software licenses, net                    $    385     $  8,194      $  7,326    $ 17,983
  Maintenance                                     11        2,630         3,560       7,827
  Professional services                          410        1,926        13,533       6,045
                                            --------     --------      --------    --------
                                                 806       12,750        24,419      31,855
                                            --------     --------      --------    --------
Cost of revenue:
  Software licenses                              157          434           434       1,132
  Maintenance                                    -          1,776           548       4,886
  Professional services                          109        1,719        11,926       5,183
                                            --------     --------      --------    --------
                                                 266        3,929        12,908      11,201
                                            --------     --------      --------    --------
  Gross margin                                   540        8,821        11,511      20,654
                                            --------     --------      --------    --------
  Operating expenses
    Research and development                   2,081        1,498         7,825       3,316
    Sales and marketing                        2,607        7,216        14,007      19,394
    General and administrative                 1,309        3,136         5,966       7,965
    Amortization and depreciation              1,019        1,478         3,698       2,718
                                            --------     --------      --------    --------
                                               7,016       13,328        31,496      33,393
                                            --------     --------      --------    --------
Operating loss                                (6,476)      (4,507)      (19,985)    (12,739)

Other income (expense)
  Gain on partial disposition
     of subsidiary                                 3       15,839        16,444      22,466
  Equity in earnings of Softworks                446          -             321         -
  Interest income (expense), net                 194         (173)          210        (732)
  Minority interest in earnings
    of subsidiary                               -            (275)          (46)       (275)
                                            --------     --------      --------    --------

Income (loss) before provision for
  income taxes                                (5,833)      10,884        (3,056)      8,720
Benefit from (provision for) income taxes        (42)           8          (102)          8
                                            --------     --------      --------    --------
Net income (loss)                             (5,875)      10,892        (3,158)      8,728

Other comprehensive income:
   Foreign currency translation
     adjustments                                  87          (15)           90         (22)
   Marketable securities reserve
     adjustments                                -             (60)          -           (60)
                                            --------     --------      --------    --------
Comprehensive income (loss)                  $(5,788)     $10,817      $ (3,068)     $8,646
                                            ========     ========      ========    ========
Basic net income (loss) per share            $ (0.28)     $  0.61      $  (0.15)    $  0.56
                                            ========     ========      ========    ========
Diluted net income (loss) per share          $ (0.28)     $  0.60      $  (0.15)    $  0.53
                                            ========     ========      ========    ========
Basic weighted average common shares
   outstanding                                20,736       17,811        20,429      15,595
                                            ========     ========      ========    ========
Diluted weighted average common shares
   outstanding                                20,736       18,008        20,429      16,364
                                            ========     ========      ========    ========

        See Notes to Condensed Consolidated Financial Statements.

</TABLE>
                                      -4-
<PAGE>


                    COMPUTER CONCEPTS CORP. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)
                     For the Nine Months Ended September 30,
                                 (in thousands)

<TABLE>
<CAPTION>

                                                               1999        1998
                                                               ----        ----
<S>                                                           <C>          <C>
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS

Cash flows from operating activities
  Net income (loss)                                           $(3,158)     8,728
Adjustments to reconcile net income (loss) to net
     cash used by operating activities
  Depreciation and amortization:
     Software costs                                             1,532      1,514
     Property and equipment                                       803        899
     Excess of cost over fair value of net assets acquired      1,523      1,094
     Other                                                        -            2

  Equity in earnings of Softworks                                (321)       -
  Minority interest in net income of subsidiary                    46        275
  Provision for doubtful accounts                                  93        324
  Common stock and options issued for services                  2,150      3,548
  Softworks common stock exchanged for services                 2,522      1,612
  Gain on partial disposition of subsidiary                   (16,444)   (22,466)
  Deferred income tax benefit                                     -         (545)
  Other                                                           -          421

Changes in operating assets and liabilities
  Accounts receivable                                          16,731     (3,314)
  Installment accounts receivable, due after one year             149     (1,249)
  Inventories                                                     168        -
  Prepaid expenses and other current assets                     1,695       (230)
  Other assets                                                    283       (467)
  Accounts payable and accrued expenses                        (5,377)    (1,047)
  Current income taxes                                         (2,043)       506
  Deferred income taxes                                           290        -
  Deferred revenue                                             (1,388)     3,277
                                                             --------   --------
    Net cash used by operating activities                       ( 746)    (7,118)
                                                             --------   --------
Cash flows from investing activities
  Capital expenditures                                         (1,391)    (1,319)
  Additional consideration for Softworks acquisition              -         (678)
  Cash received from sale of limited license (see Note 7)         400        -
  Reduction in cash resulting from excluding Softworks
     from consolidation (see Note 8)                           (6,759)       -
  Proceeds from sales of Softworks common stock (see Note 8)   17,406     19,419
  Proceeds from exercises of options to purchase Softworks
     common stock (see Note 8)                                    240        -
  Software development and technology purchases                  (351)    (1,263)
  Repayment of officers loans, net                                 72        252
                                                             --------   --------
    Net cash provided by investing activities                   9,617     16,411
                                                             --------   --------
Cash flows from financing activities
  Net proceeds from sales of common stock and exercises
     of options                                                   -        5,210
  Proceeds from issuance of convertible debt (net of
     issuance costs)                                              -        1,925
  Acquisition of treasury stock                                  (296)       -
  Repayment of convertible debt                                   -       (2,000)
  Proceeds from long-term debt                                  2,021        -
  Repayments of long-term debt                                 (5,072)        74
                                                             --------   --------
    Net cash provided (used) by financing activities           (3,347)     5,209
                                                             --------   --------
Effect of exchange rate changes on cash and cash equivalents        2        (22)
                                                             --------   --------
Net increase in cash and cash equivalents                       5,526     14,480
Cash and cash equivalents, beginning of period                  8,176        778
                                                             --------   --------
Cash and cash equivalents, end of period                      $13,702    $15,258
                                                             ========   ========
            See Notes to Condensed Consolidated Financial Statements.
</TABLE>

                                      -5-
<PAGE>
                    COMPUTER CONCEPTS CORP. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  (Unaudited)
        For the Three and Nine Months Ended September 30, 1999 and 1998


  1.   Interim Financial Information

The  condensed  consolidated  balance  sheet as of September  30, 1999,  and the
condensed consolidated statements of operations and cash flows for the three and
nine months  ended  September  30,  1999,  and 1998,  have been  prepared by the
Company  without  audit.   These  interim  financial   statements   include  all
adjustments,  consisting only of normal  recurring  accruals,  which  management
considers necessary for a fair presentation of the financial  statements for the
above periods.  The results of operations  for the three months ended  September
30, 1999, are not necessarily indicative of results that may be expected for any
other interim periods or for the full year.

These condensed  consolidated financial statements should be read in conjunction
with the consolidated  financial statements and notes thereto for the year ended
December 31, 1998.  The  accounting  policies  used in preparing  the  condensed
consolidated  financial  statements are consistent  with those  described in the
December 31, 1998, consolidated financial statements.

  2.  The Company

The most significant  portion of the Company's  operations had historically been
conducted  through  one  of its  subsidiaries,  Softworks,  Inc.  ("Softworks").
Softworks  was wholly  owned by the Company  through  June 29, 1998 and majority
owned through March 31, 1999.  Through a series of transactions that included an
initial  public  offering of  Softworks  in August  1998,  various  exchanges of
Softworks  common stock owned by the Company to  consultants  and  employees for
services  rendered,  a private  placement of Softworks common stock owned by the
Company  in  December  1998 and a  second  public  offering  in June  1999,  the
Company's  ownership of Softworks  was reduced from 100% to 38.5%.  Accordingly,
Softworks is accounted for as a consolidated  subsidiary through March 31, 1999,
and  commencing  April 1, 1999,  Softworks'  results are accounted for using the
equity method of accounting. See Note 8 for further details.

Computer Concepts Corp. and subsidiaries (the "Company") design, develop, market
and support  information  delivery software  products,  including  end-user data
access  tools  for use in  personal  computer  and  client/server  environments.
Through  Softworks,  the  Company  developed,  marketed  and  supported  systems
management  software products for corporate mainframe data centers. In 1997, the
Company  created a business  unit,  "professional  services"  , which  primarily
resells computer hardware and for a fee, will assist in the design, construction
and installation of technology systems. The Company makes use of its proprietary
data access technology,  d.b.ExpressJ in its d.b.ExpressJ  Internet  Information
Server,  more commonly referred to as a "server farm." This service presently is
being  marketed  solely to the  telecommunications  industry.  The  server  farm
permits  end users the  ability to access and  analyze  information  through the
internet.  Data can be visually  presented  using the  Company's  patented  data
visualization technology.  Additionally, in June, 1998, the Company completed an
acquisition  of software  (and  related  sales and  marketing  rights)  which is
designed to provide non  computer  literate  owners  (e.g.  parents,  guardians,
schools, etc) the ability to identify threats as well as objectionable  material
which may be viewed by users of the computer on the internet (e.g. children).

                                      -6-
<PAGE>


                    COMPUTER CONCEPTS CORP. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  (Unaudited)
        For the Three and Nine Months Ended September 30, 1999 and 1998


  3.   Shareholders' Equity

During the nine month period ended  September 30, 1999,  the Company  issued the
following restricted common stock:

     i.   As part of a bonus  incentive  compensation  plan,  the Company issued
          665,500  shares (of which 10,000 were issued in the three month period
          ended September 30, 1999) to several non-executive employees for which
          it recorded a non cash charge to earnings of $1,010,000.

     ii.  Issued 660,500 shares of its common stock to various  consultants  for
          whom it recorded a non cash charge to earnings of $1,050,000.

     iii. In lieu of cash, in January,  1999, the Company issued 115,000 shares,
          valued at $100,000,  for an acquisition of a technology  license.  The
          Company  recorded  amortization  expense  of  $58,000  during the nine
          months  ended  September  30,  1999.

Pursuant  to a Board  Resolution  adopted in  January,  1999,  the  Company  was
authorized  to  repurchase  shares of its common stock at times and amounts that
would be in the best  interest  of the  Company.  In the third  quarter of 1999,
174,380 shares of common stock were purchased at an average price of $1.697.  In
the fourth  quarter of 1999, as of the filing date, an additional  62,200 shares
were  repurchased at an average price of $1.552.

Pursuant to a Board  Resolution  adopted in August,  1999,  the Company paid, on
November 15, 1999, a cash dividend of $6,000,000 (approximately $0.29 per share)
to shareholders of record as of September 30, 1999.

  4.   Legal matters

In March,  1995 an action was  commenced  against  the  Company  and a number of
defendants  unrelated to the Company  (Barbara  Merkens v Aval  Guarantee  Ltd.,
Walter Mennel, J. Forror, A.  Faehndreich-Braun,  T&M consulting AG, M. Schmidt,
E. G.  Baltruschat and Computer  Concepts  Corp.,  United States District Court,
Eastern  District  of New  York)  which  action  was  later  amended  naming  as
defendants  only the  Company  and three of its  officers.  The  Company  denied
plaintiff's  allegations  and filed a motion for summary  judgment.  On or about
November 8, 1999,  the motion for summary  judgment  was granted in favor of the
Company and its officers  subject only to the  plaintiff's  statutory  rights of
appeal.

During  February 1999, the Company and certain  officers  received  notification
that they had been named as defendants in a class action alleging  violations of
certain  securities  laws  with  respect  to  the  content  of  certain  Company
announcements.  The Company and its counsel are vigorously defending the matter.
However,  the  Company is unable to predict the  ultimate  outcome of this claim
and,  accordingly,  no adjustments have been made in the consolidated  financial
statements for any potential losses or potential issuance of common stock.

In August of 1999,  the Company and its  directors  were served with a complaint
filed in the Chancery  Court of  Delaware,  New Castle  County  (Nadef v. Daniel
DelGiorno,  et al and Computer  Concepts  Corp. as Nominal  Defendant,  C.A. No.
17676-NC) as a derivative  action  alleging  awards of excess  compensation  and
requesting a judgment in favor of the Company for such excess compensation.  The
Company and defendants have denied the allegations and are vigorously  defending
the matter,  however, the Company is unable to predict the outcome of this claim
and,  accordingly,  no adjustments have been made in the consolidated  financial
statements in regard to this matter.

                                       -7-
<PAGE>

                    COMPUTER CONCEPTS CORP. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  (Unaudited)
        For the Three and Nine Months Ended September 30, 1999 and 1998


  5.   Reclassifications

Certain reclassifications have been made to the condensed consolidated financial
statements  shown for the prior year in order to have it conform to the  current
year=s classifications.


  6.   Segment information

The Financial  Accounting  Standards Board issued Statement No. 131 ADisclosures
about Segments of an Enterprise and Related Information,@ which became effective
for the Company in 1998 and has been implemented for all periods presented.  The
Company and its subsidiaries operate in two separate business segments, computer
software  and  professional  services.  The  computer  software  segment,  which
operates  domestically,   is  primarily  engaged  in  the  design,  development,
marketing and support of  information  delivery  software  products and software
products which are designed to provide non computer  literate owners the ability
to identify  threats as well as  objectionable  material  which may be viewed by
users of the  computer on the  internet.  Until March 31, 1999 (see Note 8), the
Company was also engaged in systems  management  software products for corporate
mainframe  data centers.  International  operations  pertaining to these systems
management software products included foreign subsidiaries located in the United
Kingdom,  France,  Brazil,  Australia,  Spain,  Italy and  Germany  and  several
international  distributors  primarily  in  Europe  and Asia.  The  professional
services  segment,  which  operates  domestically,  is primarily  engaged in the
reselling  of  computer  hardware,  design,  construction  and  installation  of
technology  systems, as well as marketing the d.b.Express  Internet  Information
Server, also referred to as a "server farm". Business information

<TABLE>
<CAPTION>

 (In thousands)                    Three Months Ended             Nine Months Ended
                                     September 30,                   September 30,
                                  --------------------           --------------------
                                   1999        1998(a)           1999(b)      1998(a)
                                   ----        -------           -------      -------
<S>                              <C>          <C>                <C>          <C>
Revenue
  Computer Software              $   396      $ 10,824           $ 10,886     $ 25,810
  Professional Services              410         1,926             13,533        6,045
                                 -------      --------           --------     --------
     Total                       $   806      $ 12,750           $ 24,419     $ 31,855
                                 =======      ========           ========     ========
Operating Income (loss)
  Computer Software             $ (6,593)     $ (4,553)          $(21,040)    $(13,091)
  Professional Services              117            46              1,055          352
                                 -------      --------           --------     --------
    Total                       $ (6,476)     $ (4,507)          $(19,985)    $(12,739)
                                 =======      ========           ========     ========
</TABLE>

<TABLE>
<CAPTION>

Identifiable Assets                                 At September 30, 1999   At December 31, 1998
                                                    ---------------------   --------------------
  <S>                                                    <C>                     <C>
  Computer Software                                       $31,800                 $76,950
  Professional Services                                     2,813                  14,952
                                                          -------                 -------
    Total                                                 $34,613                 $91,902
                                                          =======                 =======

(a) Includes  Softworks  for the entire  period
(b) Includes  Softworks  for the three months ended March 31, 1999
</TABLE>
                                      -8-

<PAGE>
                    COMPUTER CONCEPTS CORP. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  (Unaudited)
        For the Three and Nine Months Ended September 30, 1999 and 1998



In classifying  business  information  into segments,  the Company  specifically
identifies  revenue,  expenses  and  identifiable  assets  of  the  professional
services segment; items not specifically identified are included in the computer
software segment.

<TABLE>
<CAPTION>

Geographical information:
 (In thousands)                      Three Months Ended        Nine Months Ended
                                        September 30,            September 30,
                                    1999         1998(a)      1999(b)       1998(a)
                                    ----         -------      -------       -------
<S>                                 <C>          <C>          <C>           <C>
Revenue:
   United States                    $795         $10,319      $21,173       26,066
   International                      11           2,431        3,246        5,789
                                    ----         -------      -------      -------
     Total                          $806         $12,750      $24,419      $31,855
                                    ====         =======      =======      =======

Operating Income/(loss):
   United States                 $(6,426)        $(4,291)    $(20,986)    $(12,223)
   International                     (50)           (216)       1,001         (516)
                                 -------         -------     --------     --------
    Total                        $(6,476)        $(4,507)    $(19,985)    $(12,739)
                                 =======         =======     ========     ========

</TABLE>
<TABLE>

Identifiable Assets:
                                                        At September      At December
                                                         30, 1999           31, 1999
                                                        ------------      ------------
   <S>                                                    <C>               <C>
   United States                                          $34,613           $ 82,377
   International                                              -                9,525
                                                          -------           --------
     Total                                                $34,613           $ 91,902
                                                          =======           ========

(a) Includes  Softworks  for the entire  period
(b) Includes  Softworks  for the three months ended March 31, 1999
</TABLE>


Major customer

For the three months ended September 30,1999 and 1998, the Company had one major
contract  involving two customers,  with combined  revenues of $64,000 (7.94% of
total revenue) and $ 593,000  (4.65% of total  revenue),  respectively.  For the
nine  months  ended  September  30,  1999 and 1998,  the  Company  had one major
contract involving two customers,  with combined revenues of $12,546,000 (51.38%
of total revenue) and $3,690,000 (11.58% of total revenue),  respectively. These
amounts are included in the Professional Services and Domestic categories.

                                      -9-

<PAGE>

                    COMPUTER CONCEPTS CORP. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  (Unaudited)
        For the Three and Nine Months Ended September 30, 1999 and 1998


  7.   Internet Tracking & Security Ventures, LLC

On June 30, 1998, pursuant to an Asset Purchase and Sale Agreement,  the Company
acquired  certain  software and related sales and marketing rights from Internet
Tracking & Security Ventures,  LLC ("ITSV") in exchange for 1,900,000 restricted
shares of the Company's common stock and 1,000,000  restricted  shares of common
stock of the Company's  then wholly owned  subsidiary,  Softworks.  The acquired
software  program,  known as  "ComputerCOP,"  is designed to inform non computer
literate parents,  guardians and alike,  what materials,  or possible threats to
the safety and well being their  children or others have been accessing over the
internet, such as objectionable web sites, text, pictures,  screens,  electronic
mail,  etc. The  Agreement  also  includes the rights to the use of Richard "Bo"
Dietl's name in conjunction  with the promotion and  endorsement of the software
as well as  appearances  by Mr. Dietl in support of the software in regional and
national  marketing  campaigns.  Orders for the  initial  version of the product
began shipping during the fourth quarter,  1998.

The  acquisition  has been valued at an aggregate of  $12,210,000  determined as
follows:  1,900,000  restricted  shares  of the  Company  have  been  valued  at
$5,700,000 and the 1,000,000  restricted  shares of Softworks' common stock have
been valued at  $6,510,000  (based upon the ultimate net proceeds to the selling
shareholders in Softworks' initial public offering which became effective August
4, 1998). The $12,210,000 purchase price has been allocated to the fair value of
the assets  acquired at June 30, 1998,  based upon a written  valuation  from an
independent investment-banking firm. Accordingly,  $2,700,000 has been allocated
to "Software costs", $4,150,000 has been recorded as "Prepaid expenses and other
current  assets" and  $5,360,000  has been recorded as "Excess of cost over fair
value of net assets acquired".

In March,  1999,  the Company sold certain  rights to license  ComputerCOP  to a
marketing company (Bo-Tel, Inc.) for $400,000. The license rights are limited to
granting a specified original  equipment  manufacturer of personal computers the
right to embed the  software in its  computers  for sale to the general  public.
Bo-Tel,  Inc.  is an  affiliate  of ITSV,  and  accordingly,  this sale has been
accounted for as a reduction of the cost of the assets acquired from ITSV.

The software  costs will be amortized  using the greater of the ratio of current
revenue to the total  projected  revenue for the  software or the  straight-line
method using an estimated  useful life of 30 months.  The prepaid  expenses were
expensed as the related services were performed (including,  but not limited to,
appearances,  promotion and endorsement),  and such services were  substantially
completed by the end of the third quarter of 1999.  The excess of cost over fair
value of net assets acquired,  which primarily relate to the use of the name "Bo
Dietl" will be amortized using the straight-line method over 36 months. However,
as a product  that the  Company has only  recently  commenced  marketing,  it is
reasonably possible that the estimates of anticipated future gross revenue,  the
remaining economic life of the product, or both will be reduced significantly in
the near term due to the unpredictability of the product's market acceptance and
competitive pressures (including technological  obsolescence).  As a result, the
carrying  amount of the assets acquired from ITSV  (approximately  $4,319,000 at
September 30, 1999) may be reduced materially in the near term.

  8.   GAIN ON PARTIAL DISPOSITION OF SUBSIDIARY

Prior to June 30, 1998,  Softworks was a wholly owned  subsidiary of the Company
with 14,083,000 shares of common stock outstanding. On August 4, 1998, Softworks
completed a public  offering of 4,200,000  shares of its common stock at a price
of $7.00 per share (less  underwriting  fees and commissions of $0.49 per share)
as follows:  1,700,000 shares of common stock were sold by Softworks;  1,000,000
shares  were  sold  by ITSV  and  1,500,000  shares  were  sold by the  Company.
Softworks  common stock is traded on the NASDAQ National Market under the symbol
"SWRX."

In addition to the public  offering  discussed  above, in 1998, the Company sold
1,000,000  shares of Softworks  common stock for $5,000,000 (sold December 1998,
cash received  first quarter 1999) and exchanged  1,877,700  shares of Softworks
common  stock to  employees  and  consultants  for  services  rendered  or to be
rendered. As a result of the various transactions described above, the Company's
ownership  interest in  Softworks  was reduced from 100% to 54.5% as of December
31, 1998.

                                      -10-

<PAGE>
                    COMPUTER CONCEPTS CORP. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  (Unaudited)
        For the Three and Nine Months Ended September 30, 1999 and 1998

In January, 1999, the Company, through the exchange of 687,600 restricted shares
of Softworks common stock,  further reduced its ownership interest from 54.5% to
50.2% as follows:

1.   The Company issued as 1999 bonus incentive compensation, 298,000 restricted
     shares of Softworks common stock to two executives,  vesting 25% on January
     1,  1999,  25% on April 1,  1999,  25% on July 1,  1999 and 25% on  October
     1,1999.  These shares would fully vest in the event of the  acquisition  of
     Softworks, or the Company by any third party. Accordingly, the Company will
     record a non-cash charge to operations of $269,250 each quarter.

2.   The Company  issued  389,600  restricted  shares of  Softworks,  as well as
     80,000 contract options to acquire  restricted  shares of Softworks= common
     stock  owned by the  Company,  exercisable  at $1.00 per  share and  expire
     December  31, 1999 to various  consultants  (40,000 of these  options  were
     exercised  in June,  1999).  The related  contracts  are for services to be
     performed over time frames ranging from twelve to twenty-four  months.  The
     $1,774,000  value of the shares and options  will be charged to  operations
     over the terms of the related contracts.

As a result of the January,  1999,  transactions,  the Company recognized in the
first quarter a gain of $2,031,000, representing the difference between the fair
value of the Softworks common stock exchanged, and the related carrying value of
the Company's  investment in Softworks.

In April,  1999,  certain stock options  previously  granted by Softworks to its
employees and consultants  were exercised,  which had the effect of reducing the
Company=s  ownership  interest in Softworks  from 50.2% to 49.7%.  In June 1999,
Softworks  completed a second public offering of 3,900,000  shares of its common
stock at a price of $10.50 per share (less  underwriting fees and commissions of
$.63 per share) as follows:  1,000,000 shares were sold by Softworks,  1,256,933
shares  were  sold by the  Company,  and  1,643,067  shares  were  sold by other
existing  shareholders.  In  conjunction  with the offering,  the Company issued
200,000 contract options to acquire  restricted shares of Softworks common stock
owned by the  Company to a  consultant,  exercisable  at $1.00 per share,  which
vested upon completion of the offering. The options were exercised in June 1999.
As a result of these transactions,  the Company recognized a gain of $14,410,000
in the second quarter of 1999. As of September 30, 1999, the Company's ownership
of Softworks was 38.5%, or 6,505,767 shares of Softworks common stock.

Commencing April 1, 1999,  Softworks' results are accounted for using the equity
method of accounting and are no longer consolidated.  Under the equity method of
accounting,  the Company's share of Softworks' earnings or losses is included in
the Company's  consolidated  operating results in a single line item. Summarized
financial information of Softworks for the three and nine months ended September
30, 1999 as well as pro forma consolidated financial information as if Softworks
were accounted for using the equity method for all prior periods presented is as
follows:

                                      -11-
<PAGE>
                    COMPUTER CONCEPTS CORP. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  (Unaudited)
        For the Three and Nine Months Ended September 30, 1999 and 1998



                                Softworks, Inc.
                        Summarized Financial Information

<TABLE>
<CAPTION>

                Condensed Statement of Operations                         Condensed Balance Sheet
          Three and nine months ended September 30, 1999                     September 30, 1999
                         (in thousands)                                        (in thousands)

                         Three Months             Nine Months
                            Ended                   Ended
                      September 30, 1999       September 30, 1999
                      ------------------       ------------------
<S>                      <C>                      <C>                                          <C>
                                                                      Current assets           $43,977
                                                                      Non-current assets        23,904
                                                                                               -------
Revenue                  $14,904                  $36,777                                      $67,881
                                                                                               =======
Cost of revenue              753                    2,248
                         -------                  -------
Gross margin              14,151                   34,529             Current liabilities      $24,019

Operating expenses        12,147                   32,744             Non-current liabilities   15,596
                         -------                  -------
Operating income           2,004                    1,785             Stockholders' equity      28,266
                         -------                  -------                                      -------
Net income                $1,141                  $   946                                      $67,881
                         =======                  =======                                      =======

</TABLE>
                    Computer Concepts Corp. and Subsidiaries
                 Pro Forma Condensed Consolidated Balance Sheet
                 ----------------------------------------------
                                December 31, 1998
                                 (in thousands)

<TABLE>
<CAPTION>

                                           Pro-forma                                                      Pro-forma
                               Actual      Adjustments      Pro-forma                          Actual     Adjustment   Pro-forma
                               ------      -----------      ---------                          ------     ----------   ---------

ASSETS                                                                  LIABILITIES AND
                                                                        SHAREHOLDERS'
                                                                        EQUITY

<S>                            <C>         <C>               <C>                              <C>          <C>          <C>
Current Assets                 $63,742     $(38,282)         $25,460    Current liabilities   $36,173      $(26,501)    $ 9,672
Long-term receivables            7,908       (7,908)            -       Deferred revenue       11,807       (11,764)         43
Property plant and equipment,
  net                            3,564       (2,499)           1,065    Long-term debt          1,403        (1,401)          2
                                                                                             --------      --------    --------
Software costs, net              5,594       (3,039)           2,555      Total liabilities    49,383       (39,666)      9,717
Goodwill, net                    8,610       (4,143)           4,467
Other assets                     2,484       (2,384)             100    Minority Interest       8,503        (8,503)        -
Investment in subsidiary,
  equity method                    -         10,086           10,086    Shareholders' equity   34,016           -        34,016
                              --------     --------         --------                         --------      --------    --------
                               $91,902     $(48,169)         $43,733                          $91,902      $(48,169)    $43,733
                              ========     ========         ========                         ========      ========    ========

</TABLE>

                                      -12-
<PAGE>




                    Computer Concepts Corp. and Subsidiaries
            Pro Forma Condensed Consolidated Statements of Operations


<TABLE>
<CAPTION>
                              For the nine months ended September 30, 1999       For the nine months ended September 30, 1998
                                          (in thousands)                                        (in thousands)

                                            Pro-forma                                            Pro-forma
                                 Actual     Adjustments      Pro-forma             Actual        Adjustment    Pro-forma
                                 ------     -----------      ---------             ------        ----------    ---------

<S>                             <C>          <C>              <C>                 <C>            <C>           <C>
Revenue                         $24,419      $(10,258)        $14,161             $31,855        $(26,896)     $ 4,959
Cost of Revenue                  12,908          (764)         12,144              11,201          (6,310)       4,891
                               --------      --------        --------            --------        --------     --------
Gross Margin                     11,511        (9,494)          2,017              20,654         (20,586)          68
                               --------      --------        --------            --------        --------     --------
Total Operating Expenses         31,496        (9,342)         22,154              33,393         (19,959)      13,434
                               --------      --------        --------            --------        --------     --------
   Operating (loss) income      (19,985)         (152)        (20,137)            (12,739)           (627)     (13,366)
Other Income (expense)
   Gain on partial disposition
      of subsidiary              16,444          -             16,444              22,466             -         22,466
   Interest (expense) income,
      net                           210          -                210                (732)            253         (479)
   Minority interest expense        (46)           46             -                  (275)            275          -
   Equity in earnings of
      Softworks                     321            46             367                 -                99           99
                               --------      --------        --------            --------        --------     --------
Income (loss) before provision
   for income taxes              (3,056)          (60)         (3,116)              8,720             -          8,720
Benefit from (provision for)
   income taxes                    (102)           60             (42)                  8             -              8
                               --------      --------        --------            --------        --------     --------
Net income (loss)               $(3,158)     $    -          $ (3,158)            $ 8,728        $    -        $ 8,728
                               ========      ========        ========            ========        ========     ========

</TABLE>


                    Computer Concepts Corp. and Subsidiaries
            Pro Forma Condensed Consolidated Statements of Operations

                  For the three months ended September 30, 1998
                                 (in thousands)

<TABLE>
<CAPTION>
                                                           Pro-forma
                                           Actual         Adjustments     Pro-forma
                                           ------         -----------     ---------


<S>                                      <C>               <C>            <C>
Revenue                                  $ 12,750          $(11,247)      $  1,503
Cost of Revenue                             3,929            (2,346)         1,583
                                         --------          --------       --------
Gross Margin                                8,821            (8,901)           (80)
Total Operating Expenses                   13,328            (8,136)         5,192
                                         --------          --------       --------
   Operating (loss) income                 (4,507)             (765)        (5,272)
                                         --------          --------       --------
Other Income (expense)
   Gain on partial disposition
      of subsidiary                        15,839               -           15,839
   Interest (expense) income, net            (173)               74            (99)
   Minority interest expense                 (275)              275            -
   Pro rata share of  SOFTWORKS
     equity changes                           -                 416            416
                                         --------          --------       --------
Income before provision (benefit)
     for income taxes                      10,884               -           10,884
Provision (benefit) for income taxes            8               -                8
                                         --------          --------       --------
Net income                                $10,892          $    -         $ 10,892
                                         ========          ========       ========

</TABLE>
                                      -13-
<PAGE>

                    COMPUTER CONCEPTS CORP. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  (Unaudited)
        For the Three and Nine Months Ended September 30, 1999 and 1998




9.  Income Taxes

The Company  accounts for income taxes under  Statement of Financial  Accounting
Standards No. 109, AAccounting for Income Taxes" (ASFAS 109"). SFAS 109 requires
the   determination  of  deferred  tax  assets  and  liabilities  based  on  the
differences  between the financial  statement and income tax bases of assets and
liabilities,  using enacted tax rates SFAS No.109 requires that the net deferred
tax asset be  adjusted  by a  valuation  allowance,  if,  based on the weight of
available  evidence,  it is more likely than not that some portion or all of the
net deferred tax asset will not be realized.

Through August 4,1998,  the results of the Company's U.S.  operations  conducted
through  its   Softworks   subsidiary   have  been  included  in  the  Company's
consolidated Federal income tax returns. However, separate provisions for income
taxes have been determined for Softworks' wholly owned foreign subsidiaries that
are not eligible to be included in the U.S.  Federal  income tax  returns.  As a
result of the initial public offering of Softworks,  the Company's  ownership of
Softworks  was  reduced  below 80% and  Softworks  is no longer  eligible  to be
included in the Company's consolidated Federal income tax returns.

It is expected  that the Company  will  utilize a portion of its  available  net
operating  loss  carryforwards  to  substantially   reduce  the  taxable  income
resulting from the gain on partial disposition of Softworks.

                                      -14-
<PAGE>

                    COMPUTER CONCEPTS CORP. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  (Unaudited)
        For the Three and Nine Months Ended September 30, 1999 and 1998



10.  Management's plans

Prior to 1998, the Company incurred substantial consolidated net losses and used
substantial  amounts  of cash in  operating  activities,  which  were  primarily
financed through private placements of common stock and convertible  debentures.
During 1998, and 1999, the Company continued to use substantial  amounts of cash
in its operations,  however,  cash requirements were primarily  financed through
Softworks  initial  public  offering and  additional  sales of Softworks  common
stock. Management=s current plan is focused on becoming a preeminent provider of
innovative software products and services which are, and continue to be designed
and developed to:

     --    break down barriers between people and data;
     --    exploit the Company=s patented technologies;
     --    capitalize on the internet marketplace.

The  Company  is  currently   focusing  on  five  general  product  or  services
categories:

1.   The continued  marketing of the  d.b.Express  Internet  Information  Server
     Services (the "Server Farm");

2.   Continue  to explore  the use of the  d.b.Express  technology  through  the
     development of new vertical markets;

3.   Continue to develop its Professional Services division;

4.   Capitalize on the growth of the internet  through the sale of  ComputerCOP;
     and

5.   Continue the development of new products and services.

Additionally,   the  Company  continues  to  reexamine  its  long-term  business
strategy.

While management  believes that its plan will ultimately  enable them to achieve
positive cash flows from  operations,  until such time,  additional  cash may be
necessary  to  implement  such  plan.  Although  there  can  be  no  assurances,
management has several  alternative sources to fund the development of its plan,
including  additional debt and equity  financing (if  necessary),  or additional
sales of its investment in Softworks  common stock,  which,  as a consequence of
Softworks initial public offering,  became a readily  marketable asset (see Note
8).
                                     -15-
<PAGE>

                    COMPUTER CONCEPTS CORP. AND SUBSIDIARIES
                    MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                       FINANCIAL CONDITION AND LIQUIDITY

         For the Three and Nine Months Ended September 30, 1999 and 1998

 Forward-Looking Statements.

All statements  other than  statements of historical  fact included in this Form
10-Q including,  without limitation,  statements under, "Management's Discussion
and Analysis of Financial  Condition  and Results of  Operations"  regarding the
Company's financial position,  business strategy and the plans and objectives of
management for future operations, are forward-looking  statements.  When used in
this Form 10-Q, words such as  "anticipate,"  "believe,"  "estimate,"  "expect,"
"intend"  and  similar  expressions,  as  they  relate  to  the  Company  or its
management, identify forward-looking statements. Such forward-looking statements
are based on the  beliefs of  management,  as well as  assumptions  made by, and
information  currently  available to, the Company's  management.  Actual results
could  differ  materially  from  those   contemplated  by  the   forward-looking
statements  as a  result  of  certain  factors  including  but not  limited  to,
fluctuations in future operating results, technological changes or difficulties,
management of future growth, expansion of international operations,  the risk of
errors or failures in the Company's software products, dependence on proprietary
technology,  competitive factors, risks associated with potential  acquisitions,
the ability to recruit  personnel,  and the  dependence on key  personnel.  Such
statements reflect the current views of management with respect to future events
and are subject to these and other risks, uncertainties and assumptions relating
to the operations,  results of operations,  growth strategy and liquidity of the
Company. All subsequent written and oral forward-looking statements attributable
to the Company or persons acting on its behalf are expressly  qualified in their
entirety by this paragraph.

Overview

Computer Concepts Corp. and subsidiaries (the "Company") design, develop, market
and support  information  delivery software  products,  including  end-user data
access  tools  for use in  personal  computer  and  client/server  environments.
Through  Softworks,  the  Company  developed,  marketed  and  supported  systems
management software products for corporate  mainframe data centers.  The Company
makes  use  of its  proprietary  data  access  technology,  d.b.ExpressJ  in its
d.b.ExpressJ Internet Information Server, more commonly referred to as a "server
farm." This service presently is being marketed solely to the telecommunications
industry.  The server  farm  permits end users the ability to access and analyze
information  through  the  internet.  Data can be visually  presented  using the
Company's patented data visualization technology. In 1997, the Company created a
business  unit,  "professional  services"  , which  primarily  resells  computer
hardware and for a fee, will assist in the design, construction and installation
of technology  systems.  Additionally,  in June, 1998, the Company  completed an
acquisition  of software  (and  related  sales and  marketing  rights)  which is
primarily  designed to provide  non  computer  literate  owners  (e.g.  parents,
guardians,   schools,   etc)  the  ability  to  identify   threats  as  well  as
objectionable  material  which  may be viewed  by users of the  computer  on the
internet (e.g. children). The Company currently consists of three product lines:
professional   services,   d.b.ExpressJ  Internet  Information  Server  services
(reported with professional services in the accompanying  financial statements),
and software  technology  and related  sales and marketing  rights,  acquired in
June,   1998   (marketed   as   "ComputerCOP").   d.b.ExpressJ   technology,   a
visually-based  proprietary software tool, can provide businesses with a simple,
fast,  low-cost method of finding,  organizing,  analyzing and using information
contained in databases.  During 1997,  the Company  commenced  operations of the
professional  services unit. The  professional  services unit offers  solutions,
support  and  strategies  to solve  various  business  crises in such  areas as:
selection  and  reselling  of  hardware,   network   determination,   help  desk
applications,  wiring/cabling, LAN connections,  moves/adds/changes, and project
management.  Additionally,  this unit could oversee new installations as well as
offering  on-site  component  repair.  ComputerCOP  is  designed  to provide non
computer literate owners (e.g.  parents) the ability to identify threats as well
as  objectionable  material  which may be viewed by users of the computer on the
internet (e.g.  children).

Orders for the initial  version of the product began shipping  during the fourth
quarter,  1998.  The  method of revenue  recognition  for each  product  line is
dependent  upon the type and  manner  of  service  provided  and or the terms of
product  sales.  Further,  the Company is in the process of  developing a unique
media station display which will combine  internet  strategy and e-commerce with
multi-media forms of delivery, presentation and interaction with end-users. This
internet based communications/advertising  network is being designed to create a
means by which businesses can promote specific brand/product/service  awareness.
The Company intends to market this technology in association  with owners and/or


                                      -16-

<PAGE>
                    COMPUTER CONCEPTS CORP. AND SUBSIDIARIES
                    MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                       FINANCIAL CONDITION AND LIQUIDITY

         For the Three and Nine Months Ended September 30, 1999 and 1998


managers of high  traffic  venue  areas  (i.e.malls,  airports,  etc.) to local,
regional and national businesses.  This business concept will require additional
capital in order to complete its  development and to support its marketing plan.
In order to achieve its goal, the Company  intends to partner or co-venture with
various potential investors and strategic partners.

As described  above in Note 8, during the three months ended June 30, 1999,  the
Company's  ownership  interest in  Softworks  fell below 50%.  Accordingly,  the
financial results of Softworks are not consolidated with the Company  commencing
with the quarter ending June 30, 1999.


Results of Operations

Commencing April 1, 1999,  Softworks' results are accounted for using the equity
method of accounting and are no longer consolidated.  Under the equity method of
accounting,  the Company's share of Softworks' earnings or losses is included in
the Company's  consolidated  operating results in a single line item. Summarized
financial information of consolidated operating results with Softworks accounted
for using the equity  method for the three and nine months ended  September  30,
1999 and 1998 is as follows:


                    Computer Concepts Corp. and Subsidiaries

      Actual and Pro Forma Condensed Consolidated Statements of Operations

<TABLE>
<CAPTION>
                                    For the three  months  ended  September        For the nine months ended September 30,
                                    ---------------------------------------        ---------------------------------------
                                             (in thousands)                                    (in thousands)

                                        1999               1998                           1999              1998
                                      (Actual)         (Pro-forma)                     (Pro-forma)        (Pro-forma)
                                      --------         -----------                     -----------        -----------
<S>                                <C>                <C>                               <C>                <C>
Revenue
  Software licenses, net           $    385           $     23                          $    596           $     49
  Maintenance                            11                 11                                32                 32
  Professional services                 410              1,469                            13,533              4,878
                                   --------           --------                          --------           --------

                                        806              1,503                            14,161              4,959
Cost of Revenue
  Software licenses                     157                  8                               218                 72
  Maintenance                           -                  -                                 -                  -
  Professional services                 109              1,350                            11,926              4,142
                                   --------           --------                          --------           --------

       Gross margin                     540                145                             2,017                745
                                   --------           --------                          --------           --------

Research and development costs        2,081              1,089                             5,324              3,188
Sales and marketing costs             2,607              2,048                             9,066              5,879
General and administrative costs      1,309              1,417                             4,776              3,958
Amortization and depreciation         1,019                863                             2,988              1,086
                                   --------           --------                          --------           --------

                                      7,016              5,417                            22,154             14,111
                                   --------           --------                          --------           --------

    Operating loss                   (6,476)            (5,272)                          (20,137)           (13,366)

Gain on partial disposition
    of subsidiary (see Note 8)            3             15,839                            16,444             22,466
Other                                   598                325                               535               (372)
                                   --------           --------                          --------           --------
Net income (loss)                   $(5,875)           $10,892                           $(3,158)            $8,728
                                   --------           --------                          --------           --------
</TABLE>

                                      -17-
<PAGE>

                    COMPUTER CONCEPTS CORP. AND SUBSIDIARIES
                    MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                       FINANCIAL CONDITION AND LIQUIDITY

         For the Three and Nine Months Ended September 30, 1999 and 1998

The  following  discussion  about the  "results of  operations"  is based on the
operating  results as presented in the above table.

Total revenue for the three and nine-month periods ended September 30, 1999 when
compared  to the same time  frames in the prior  year,  decreased  $697,000  and
increased  $9,202,000,  respectively.  Revenue  derived  from  a  now  completed
contract included in professional services decreased approximately $1,344,000 to
$75,000 for the three months ended September 30, 1999 when compared to the three
months ended September 30, 1998. However, this contract resulted in a $7,906,000
increase in professional service revenue for the nine months ended September 30,
1999 as compared to the same period in the prior year.  The Company is currently
pursuing  additional  contracts,  however,  there can be no assurances  that the
Company  will  be  successful  in  obtaining   these   contracts.   Included  in
professional  services is revenue  generated  from the server farm.  At present,
this   technology  has  been  developed  to  provide   services  solely  to  the
telecommunications  industry.  For the three months ended September 30, 1999 and
1998, revenue was $335,000 and $50,000,  respectively. For the nine months ended
September 30, 1999 and 1998,  revenue was $987,000 and  $238,000,  respectively.
The  Company is  currently  negotiating/finalizing  contracts  with  several new
customers,   which  if  consummated,   should  increase  the  monthly   revenue.
Substantially  all of the revenue in the software  license  category  relates to
ComputerCOP.  The Company  began  shipping  the initial  version of  ComputerCOP
during  the  last  quarter  of  1998 to  various  distributors,  retailers,  and
individuals.  Since shipments are made with right of return,  the Company delays
the  recognition  of revenue  until the  requirements  of Statement of Financial
Accounting  Standards No. 48, "Revenue  Recognition When Right of Return Exists"
have been met. The Company anticipates  releasing ComputerCOP Deluxe, which is a
new version with several new features and enhancements,  primarily  designed for
individual consumers.  Further, the Company also plans to release two completely
new versions,  ComputerCOP  Professional  and  ComputerCOP  Forensic,  for which
orders have already been  received.  ComputerCOP  Professional  and  ComputerCOP
Forensic are  primarily  designed  for law  enforcement  professionals,  such as
police departments, parole officers and other government agencies.

The cost of revenue for professional  services,  as a percentage of its revenue,
decreased from 91.9% for the quarter ended  September 30, 1998, to 26.6% for the
quarter ended  September 30, 1999,  and increased from 84.9% for the nine months
ended  September 30, 1998 to 88.1% for the nine months ended September 30, 1999.
The  cost of  revenue  consists  primarily  of  amounts  paid  to the  Company's
suppliers for goods and services related to the resale of computer  hardware and
related services in its professional  services unit. The cost of revenue related
to the server  farm  primarily  consists  of the direct  labor  associated  with
processing call detail records.  The  depreciation of the server farm's hardware
is included in "Amortization and depreciation."  Cost of revenue with respect to
ComputerCOP is currently  running at  approximately  37%. The Company expects to
improve its margins as volume increases.  Further,  the Company anticipates that
based  upon  the  expected   selling  price  of  ComputerCOP   Professional  and
ComputerCOP  Forensic,  gross margins should improve.  The amortization costs of
the  purchased  software  technology  related to  ComputerCOP  are  included  in
"Amortization  and  depreciation."

                                      -18-
<PAGE>

                    COMPUTER CONCEPTS CORP. AND SUBSIDIARIES
                    MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                       FINANCIAL CONDITION AND LIQUIDITY

         For the Three and Nine Months Ended September 30, 1999 and 1998


Research and development  costs for the  three-month  period ended September 30,
1999,  increased  approximately  $992,000  to  $2,081,000  when  compared to the
three-month period ended September 30, 1998. For the nine months ended September
30, 1999,  costs  increased  $2,136,000 to $5,324,000  when compared to the nine
months ended  September 30, 1998.  Approximately  $1,355,000  and  $2,975,000 of
additional  expense  was  incurred in  connection  with the  development  of the
multi-media  technology  during the three and nine month periods ended September
30,  1999.  A  portion  of  these  variances,  $675,000  paid to an  entity,  is
attributable to costs  associated  with the initial  concept and designs,  early
stage  development and  implementation of the internet  multi-media  technology.
Offsetting  these increases were reductions in expenditures  relating to further
development of d.b.Express technology.

Sales and marketing  expenses  increased  $559,000 to  $2,607,000  for the three
month period ended  September 30, 1999, when compared to $2,048,000 for the same
period in the prior year and increased  $3,187,000  to  $9,066,000  for the nine
month period ended  September 30, 1999, when compared to $5,879,000 for the same
period in the prior year. For the nine months ended  September 30, 1999, a major
portion of the  variance  pertains  to the  increase in the  non-cash  charge of
approximately $2,286,000 related to appearances and product endorsements made on
behalf of ComputerCOP. Additionally, the Company expended approximately $500,000
in its efforts to market  ComputerCOP  (no  expense  for the nine  months  ended
September 30, 1998 as the Company had not commenced marketing the product).  The
Company  has also  incurred  an  additional  $375,000  of sales  and  commission
expenses related to the resale of computer  hardware and related services in its
professional  services  division when compared to the same period in 1998. Also,
the  Company  incurred  approximately  $431,000  in its  effort  to  market  the
multi-media  display  still  under  development.  Offsetting  these  items  is a
reduction in expenditures for outside consultants of approximately $543,000. The
balance of the sales and marketing costs relate to the Company's server farm (in
the  telecommunications  industry  as  well as  exploring  new  vertical  market
applications) and marketing  research for products and services  currently under
development. While sales and marketing expenses have risen, the Company believes
that its  expenditures  are  necessary in order to maintain  and improve  market
position and product recognition.

General and administrative  costs decreased $108,000 to $1,309,000 for the three
months  ended  September  30,  1999,  when  compared to the three  months  ended
September  30, 1998,  and increased  $818,000 to $4,776,000  for the nine months
ended  September 30, 1999,  when compared to the nine months ended September 30,
1998. Major factors  contributing to this latter increase are expanded  staffing
levels,  which the Company  believes  necessary in order to support  anticipated
growth,  legal  expenses the Company has  incurred in defending  itself from the
class action law suit, and non-cash executive compensation.

Amortization and  depreciation  expenses  increased  $156,000 when comparing the
three-month periods ended September 30, 1999 and September 30, 1998. Further, it
increased  $1,902,000 when comparing the nine-month  periods ended September 30,
1999 and September 30, 1998.  The  increases are primarily  attributable  to the
purchased  software and goodwill  acquired in the ComputerCOP  transaction  (see
Note 7).

Gain on partial disposition of subsidiary - see Note 8.

Liquidity and Capital Resources

For the nine-month  period ended  September 30, 1999, net cash used by operating
activities  was  $746,000.  The Company  had one major  contract  involving  two
customers  that provided  approximately  $8,850,000  net cash for the nine-month
period ended  September  30, 1999,  primarily as a result of timing  differences
between  accounts  receivable  and  accounts  payable.  The Company is currently
pursuing  additional  contracts,  however,  there can be no assurances  that the
Company will be successful in obtaining these contracts.

Net  cash  provided  by  investing   activities  of  $9,617,000   was  primarily
attributable  to the  proceeds  from  sales of  Softworks  common  stock and the
exercises of options to purchase  Softworks common stock,  totaling  $17,646,000
offset  by the  reduction  in  cash  of  $6,759,000  attributable  to  excluding
Softworks from consolidation (see Note 8).  Additionally,  capital  expenditures
for the nine  month  period  ended  September  30,  1999  totaled  approximately
$1,391,000.

                                      -19-

<PAGE>
                    COMPUTER CONCEPTS CORP. AND SUBSIDIARIES
                    MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                       FINANCIAL CONDITION AND LIQUIDITY

         For the Three and Nine Months Ended September 30, 1999 and 1998


During  November,  1998, the parent Company entered into an Accounts  Receivable
Purchase  Agreement,  whereby  the  Company  from  time to time  may,  on a full
recourse basis, assign some of their accounts receivable.  Upon specific invoice
approval,  an advance of 85% of the  underlying  receivable  is  provided to the
Company.   The  remaining  balance  (15%),   less  an   administrative   fee  of
approximately  2% plus interest at the rate of 1 1/2% per month,  is paid to the
Company once the customer has paid.  This agreement  expires in November,  1999.
During the first quarter of 1999, the Company repaid  $4,172,000 of related debt
and at September 30, 1999, there were no receivables  assigned or any amount due
the lender.

Prior to 1998, the Company incurred substantial consolidated net losses and used
substantial  amounts  of cash in  operating  activities,  which  were  primarily
financed through private placements of common stock and convertible  debentures.
During 1998, and 1999, the Company continued to use substantial  amounts of cash
in its operations,  however,  cash requirements were primarily  financed through
Softworks  initial  public  offering and  additional  sales of Softworks  common
stock. At September 30, 1999, and December 31, 1998 (excluding  Softworks),  the
Company  had  working   capital  of  $9,277,000   (unaudited)   and  $15,788,000
(unaudited),  respectively.  As of November 16,  1999,  the Company had cash and
cash equivalents totaling  approximately  $4,972,000  (unaudited),  after taking
into account the $6,000,000 dividend paid on November 15, 1999. (see Note 3).

Management's  current plan is focused on becoming a preeminent  provider of
innovative software products and services which are, and continue to be designed
and developed to:

                --        break down barriers between people and data;
                --        exploit the Company=s patented technologies;
                --        capitalize on the internet marketplace.

The  Company  is  currently   focusing  on  five  general  product  or  services
categories:

1.   The continued  marketing of the  d.b.Express  Internet  Information  Server
     Services (the "Server Farm");

2.   Continue  to explore  the use of the  d.b.Express  technology  through  the
     development of new vertical markets;

3.   Continue to develop its Professional Services division;

4.   Capitalize on the growth of the internet  through the sale of  ComputerCOP;
     and

5.   Continue the development of new products and services.

Additionally,   the  Company  continues  to  reexamine  its  long-term  business
strategy.

While management  believes that its plan will ultimately  enable them to achieve
positive cash flows from  operations,  until such time,  additional  cash may be
necessary  to  implement  such  plan.  Although  there  can  be  no  assurances,
management has several  alternative sources to fund the development of its plan,
including  additional debt and equity  financing (if  necessary),  or additional
sales of its investment in Softworks  common stock,  which,  as a consequence of
Softworks initial public offering,  became a readily  marketable asset (see Note
8).
                                      -20-
<PAGE>

                    COMPUTER CONCEPTS CORP. AND SUBSIDIARIES
                    MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                       FINANCIAL CONDITION AND LIQUIDITY

         For the Three and Nine Months Ended September 30, 1999 and 1998


YEAR 2000 ISSUES

Background.  Some computers,  software,  and other equipment include programming
code in which calendar year data is abbreviated to only two digits.  As a result
of this design decision,  some of these systems could fail to operate or fail to
produce correct  results if "00" is interpreted to mean 1900,  rather than 2000.
These problems are widely  expected to increase in frequency and severity as the
year 2000  approaches,  and are commonly  referred to as the "Millennium Bug" or
"Year 2000 Problem".

Assessment.  The Year 2000 Problem could affect computers,  software,  and other
equipment used, operated, or maintained by the Company. Accordingly, the Company
is  reviewing  its  internal  computer  programs  and systems to ensure that the
programs and systems will be Year 2000 compliant. The Company presently believes
that its  computer  systems  will be Year  2000  compliant  in a timely  manner.
However,  while  the  estimated  cost of these  efforts  is not  expected  to be
material to the Company's overall financial  position,  or any year's results of
operations, there can be no assurance to this effect.

Software  Sold to  Consumers.  The Company  believes  that it has  substantially
identified  and  resolved  all  potential  Year  2000  Problems  with any of the
software  products it develops and markets.  However,  management  also believes
that it is not possible to determine with complete  certainty that all Year 2000
Problems  affecting the  Company's  software  products  have been  identified or
corrected due to complexity of these  products and the fact that these  products
interact with other third party vendor products and operate on computer  systems
which are not under the Company's control.

Internal   Infrastructure.   The  Company   believes  that  it  has   identified
substantially  all of the major computers,  software  applications,  and related
equipment used in connection with its internal operations that must be modified,
upgraded,  or replaced to minimize the  possibility of a material  disruption to
its business. The Company has commenced the process of modifying, upgrading, and
replacing  major systems that have been  identified as adversely  affected,  and
expects to complete this process before year end.

Systems Other than Information  Technology Systems. In addition to computers and
related systems, the operation of office and facilities  equipment,  such as fax
machines,  photocopiers,  telephone switches,  security systems,  elevators, and
other common  devices may be affected by the Year 2000  Problem.  The Company is
currently  assessing the potential  effect of, and costs of remediating the Year
2000 Problem on its office and facilities equipment and expects to complete such
assessment  by year end. The Company  estimates the total cost to the Company of
completing  any  required  modifications,  upgrades,  or  replacements  of these
internal  systems  will not have a  material  adverse  effect  on the  Company's
business or results of operations.  This estimate is being monitored and will be
revised as additional information becomes available.

Suppliers.  The Company has initiated  communications,  including surveys,  with
third party  suppliers of the major  computers,  software,  and other  equipment
used,  operated,  or  maintained  by the Company to identify  and, to the extent
possible,  to resolve  issues  involving  the Year 2000  Problem.  However,  the
Company  has  limited or no control  over  responses  to its  inquiries  and the
actions  of these  third  party  suppliers.  Thus,  while the  Company  does not
anticipate any significant  Year 2000 Problems with these systems,  there can be
no  assurance  that these  suppliers  will resolve any or all of their Year 2000
Problems with these systems  before the  occurrence of a material  disruption to
the business of the Company or any of its customers.  Any failure of these third
parties to resolve  Year 2000  problems  with their  systems in a timely  manner
could  have a  material  adverse  effect on the  Company's  business,  financial
condition, and results of operations.

                                      -21-
<PAGE>

                    COMPUTER CONCEPTS CORP. AND SUBSIDIARIES
                    MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                       FINANCIAL CONDITION AND LIQUIDITY

         For the Three and Nine Months Ended September 30, 1999 and 1998



Most Likely Consequences of Year 2000 Problems.  The Company expects to identify
and resolve all Year 2000 Problems that could  materially  adversely  affect its
business  operations.  However,  management  believes that it is not possible to
determine  with complete  certainty  that all Year 2000  Problems  affecting the
Company have been  identified or corrected.  The number of devices that could be
affected and the  interactions  among these devices are simply too numerous.  In
addition,  one  cannot  accurately  predict  how many Year 2000  Problem-related
failures  will occur or the severity,  duration,  or financial  consequences  of
these perhaps  inevitable  failures.  As a result,  management  expects that the
Company could likely suffer the following:

1.   a significant  number of operational  inconveniences and inefficiencies for
     the  Company  and its  customers  that  may  divert  management's  time and
     attention  and  financial and human  resources  from its ordinary  business
     activities; and

2.   a lesser number of serious  system  failures  that may require  significant
     efforts by the Company or its  customers to prevent or  alleviate  material
     business disruptions, and

3.   the  inability to determine  with any degree of  certainty,  the changes if
     any, in buying habits of its current and  potential  customers due to their
     concerns over Year 2000 issues.

Contingency Plans. The Company has developed contingency plans to be implemented
in the event of any Year 2000 problems affecting its internal systems. Depending
on the systems  affected,  these plans  could  include the use of Company  owned
cellular telephones, conducting business from alternative locations, accelerated
replacement  of affected  equipment or  software,  short to  medium-term  use of
backup  equipment and software,  and possible  increased  work hours for Company
personnel or use of contract personnel to correct on an accelerated schedule any
Year 2000 problems that arise or to provide manual  workarounds  for information
systems, and similar approaches.  If the Company is required to implement any of
these  contingency  plans,  it  could  have a  material  adverse  effect  on the
Company's financial condition and results of operations.

Disclaimer.   The  discussion  of  the  Company's   efforts,   and  management's
expectations,  relating to Year 2000 compliance are forward-looking  statements.
The  Company's  ability  to  achieve  Year  2000  compliance  and the  level  of
incremental costs associated  therewith,  could be adversely  impacted by, among
other things,  the availability  and cost of programming and testing  resources,
vendors' ability to modify  proprietary  software,  and  unanticipated  problems
identified in the ongoing compliance review.

                                      -22-
<PAGE>


                    COMPUTER CONCEPTS CORP. AND SUBSIDIARIES
                          PART II - OTHER INFORMATION

         For the Three and Nine Months Ended September 30, 1999 and 1998


Item 1.  Legal Proceedings

     Not applicable.

Item 2.  Changes in Securities

     Not applicable.

Item 3.  Defaults Upon Senior Securities

     Not applicable.

Item 4.  Submission of Matters to a Vote of Security Holders

     Not applicable.

Item 5.  Other Information

     Not applicable.

Item 6. Exhibits and Reports on Form 8-K Not applicable.

     Not applicable


                                      -23-

<PAGE>


                    COMPUTER CONCEPTS CORP. AND SUBSIDIARIES
                          PART II - OTHER INFORMATION
        For the Three and Nine Months Ended September 30, 1999 and 1998



                                   SIGNATURES

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned, thereunto duly authorized.

COMPUTER CONCEPTS CORP.


/s/ Daniel DelGiorno, Jr.
Daniel DelGiorno Jr.         President, C.E.O. Treasurer,     November 19, 1999
                             Director


/s/ George Aronson
George Aronson               Chief Financial Officer          November 19, 1999




                                      -24-